LEASE







BY AND BETWEEN





BRUNACINI DEVELOPMENT, LTD. CO.,

a New Mexico limited liability company

("Landlord")









AND



SBS TECHNOLOGIES, INC., a New Mexico corporation

("Tenant")





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TABLE OF CONTENTS

Page

1. 	DEMISED PREMISES; CONTRACTION; EXPANSION			1

2. 	USE			3

3. 	TERM; EARLY TERMINATION; OPTION TO EXTEND			4

4. 	BASE RENT;REIMBURSABLE EXPENSES; HVAC; EXCLUSIONS FROM OPERATING
EXPENSES; SECURITY DEPOSIT			6

5. 	LATE PAYMENT PENALTY; DEFAULT INTEREST			12

6. 	LANDLORD AND TENANT IMPROVEMENTS			12

7. 	INDUSTRIAL REVENUE BONDS			17

8. 	REQUIREMENTS OF LAW			17

9. 	REPAIRS; TOUCH UP ALLOWANCE			18

10. 	UTILITIES; JANITORIAL; TAXES			19

11. 	ALTERATIONS BY TENANT; ROOF; GENERATOR			21

12. 	LANDLORD'S RIGHT OF ACCESS			22

13. 	FIRE INSURANCE; DESTRUCTION BY FIRE OR OTHER CAUSES			22

14. 	LIABILITY INSURANCE			24

15. 	EMINENT DOMAIN			24

16. 	SUBORDINATION; ESTOPPEL			25

17. 	NON-WAIVER OF LANDLORD'S OR TENANT'S RIGHTS			26

18. 	QUIET ENJOYMENT			26

19. 	SURRENDER			26

20. 	NOTICES			26

21. 	SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT			27

22. 	ASSIGNMENT; SUBLETTING			27

23. 	HOLDOVER			28

24. 	REMEDIES OF LANDLORD FOR DEFAULT			28

25. 	ATTORNEY'S FEES			30

26. 	SEVERABILITY			30

27. 	CHOICE OF LAW			30

28. 	FORCE MAJEURE			30

29. 	LEVY			30

30. 	HAZARDOUS MATERIALS			30

31. 	RIGHT OF FIRST REFUSAL			32

32. 	WAIVER OF LANDLORD'S LIEN			32

33. 	INDEMNIFICATION			32

34. 	COMMISSIONS			33

35. 	FINANCIAL STATEMENTS			33

36. 	AMERICANS WITH DISABILITIES ACT			34

37. 	POWER LINES

38. 	OTHER TENANTS

39. 	COUNTERPARTS

EXHIBIT "A"			37

EXHIBIT "B"			38

EXHIBIT "C"			39

EXHIBIT "D"			41

EXHIBIT "E"			42

EXHIBIT "F"			43

EXHIBIT "G"			44



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LEASE

AGREEMENT of Lease dated for reference purposes
the 12th day of July, 2004, by and between
BRUNACINI DEVELOPMENT, LTD. CO., a New Mexico limited liability company
(called "Landlord") andSBS TECHNOLOGIES, INC., a New Mexico corporation(called "Tenant"),

WITNESSETH:

1.	DEMISED PREMISES; CONTRACTION;
EXPANSION

(a) DEMISED PREMISES.Landlord,
for and in consideration of the covenants and conditions hereinafter contained
on the part of the Tenant to be performed, and in consideration of the rent
hereinafter reserved, does hereby grant, lease, demise and let unto Tenant and
Tenant does hereby agree to pay said rent, lease and take from Landlord the
Property (as hereinafter defined) described as:

A "Building" containing 47,529 square foot (more or less) at
7401 Snaproll, N.E., Albuquerque, New Mexico 87109 immediately west of the
intersection of Snaproll N.E. and Rutledge N.E., together with all of the
fixtures, apparatus, equipment and improvements to be provided by Landlord and
to be located therein or thereon (collectively, together with the Building,
"Improvements") and all rights and easements appurtenant thereto, all of which
are hereinafter called the "Demised Premises". The Improvements are depicted on
Exhibit "A" attached hereto and incorporated herein by reference and are located
on the real estate described as follows:

SEE EXHIBIT "B" ATTACHED HERETO AND INCORPORATED HEREIN BY
REFERENCE. ("Land").

The Demised Premises and the Land are sometimes collectively
referred to herein as the "Property".

The square footage of the Building shall be calculated based
upon the Building Owners and Managers Association ("BOMA") International
Guidelines for measuring single tenant buildings ("Tenant's Rentable Area").
Tenant shall pay "Base Rent" as hereinafter defined based upon Tenant's Rentable
Area. Prior to the "Commencement Date" (as hereinafter defined), the Landlord's
architect shall verify the Tenant's Rentable Area of the Building. If the
Tenant's Rentable Area is not 47,529 square feet, Landlord and Tenant shall
acknowledge any such change on Exhibit "C" which is attached hereto and
incorporated herein by reference and the Base Rent and "Reimbursable Expenses"
(as hereinafter defined) payable by Tenant shall be adjusted accordingly. In the
event Tenant may disagree with Landlord's architect on the calculation of
Tenant's Rentable Area, Tenant may, at Tenant's expense and prior to July 1,
2005, cause an architect to calculate Tenant's Rentable Area, and if different
than the calculation by Landlord's architect, to work with Landlord's architect
to resolve any discrepancies.

Landlord shall construct on the Land, at Landlord's sole cost
and expense: (i) a shell Building, parking, landscaping and those Improvements
itemized and depicted on Exhibit "D" attached hereto and incorporated herein
                                                                                                                                                                                                                                            ERR
hereinafter defined. The Landlord Improvements and Tenant Improvements comprise
the initial Improvements contemplated by this Lease.

Tenant acknowledges that the Property is within Journal
Center 2, Unit 2 and subject to covenants and assessments related thereto
(respectively "Journal Center Covenants" and "Journal Center Assessments").

(b) CONTRACTION. Provided Tenant is not
in default under the terms of this Lease, after all applicable cure periods, at
the time it gives notice of the proposed contraction date, and at the
contraction date, and provided Tenant is not in default beyond the applicable
cure period on more than one occasion between the notice and contraction date,
and Tenant has not, within five (5) years of the effective date of such
contraction, expanded the Demised Premises under Paragraph 1(c), Tenant shall
have the right to contract Tenant's Rentable Area by 10,000 square feet, which
is denominated on Exhibit "E" as "Contraction Area". The right to contract shall
only be effective after the sixtieth (60th) month following the "Rent
Commencement Date" (as hereinafter defined). Tenant shall provide Landlord not
less than nine (9) months prior written notice of the proposed contraction date,
which date shall only be effective on the last day of a calendar month.
Coincident with providing Landlord notice of Tenant's intent to contract the
Demised Premises, Tenant shall pay to Landlord a "Contraction Penalty" equal to
the cost of construction of demising the premises plus all unamortized lease up
costs, allocated to the Contraction Area at a rate of seven percent (7%) per
annum, which shall include, but not be limited to, the "Tenant Allowance",
"Extra Tenant Allowance", "Touch up Allowance", if applicable and as hereinafter
defined, real estate commissions and any Expansion Allowance expended by
Landlord under Paragraph 1(c) (collectively "Lease Up Costs"). The amortization
period for the Lease Up Costs shall be ten (10) years from the Rent Commencement
Date ("Unamortized Lease Up Costs") and the calculation of the allocated portion
shall be based upon the ratio of the Tenant's Rentable Area in the Contraction
Area to the Tenant's Rentable Area in the Building. Landlord shall have the
right to lease the Contraction Area to a tenant and for a use not inconsistent
with Tenant's use. Landlord and Tenant shall amend this Lease to reflect the
contraction of the Demised Premises and the pro rata reduction in Base Rent
based on the square footage of the Contraction Area, and to permit joint use of
reasonable "common areas" necessary for the new tenant. At Tenant's request,
Landlord shall cooperate with Tenant to relocate the loading dock from the
Contraction Area to the remainder of the Demised Premises. Landlord will
construct such relocated loading dock at Tenant's request and expense; however,
Tenant shall have the right to obtain competitive bids for any such work to be
paid by Tenant or similar work relating to contraction provided that Landlord
approves the chosen contractor and the work, which approval shall not be
unreasonably withheld, conditioned or delayed. If Landlord does not agree to
match the competitive bid, Tenant may employ said contractor. The Property shall
remain as a single-tenant facility unless Tenant has exercised its right to
contract under this Paragraph 1(b).

(c) EXPANSION. Provided that Tenant is
not in default under the terms of this Lease after all applicable cure periods,
at the time it gives notice of the proposed expansion date and at the expansion
date, and provided Tenant is not in default beyond the applicable cure period on
more than one occasion between the notice and expansion date, Tenant shall have
the option to expand the Demised Premises into an additional 10,000 square feet
of Tenant's Rentable Area effective not later than the last day of the sixtieth
(60th) month after the Rent Commencement Date ("Expansion Addition"). The
Expansion Addition shall be located adjacent to the eastern portion of the
Building which is denominated on Exhibit "F" as "Expansion Area". Tenant shall
provide Landlord not less than nine (9) months prior written notice of its
exercise of the right to expand and coincidentally therewith, its waiver of its
right to contract within five years of the expansion pursuant to Paragraph 1(b)
above. Landlord shall not construct the Expansion Addition unless requested by
Tenant pursuant to this Paragraph 1(c). Landlord shall provide Tenant $3.50 per
square foot of new Tenant's Rentable Area in the Expansion Addition per Lease
Year remaining in the Initial Term (prorated from the date Base Rent accrues on
the Expansion Addition through the end of the Initial Term) as an allowance
("Expansion Allowance") for tenant improvements to the Expansion Addition
("Expansion Tenant Improvements"). The construction of the Expansion Addition
shall be of comparable kind and quality to the original Building shell prior to
inclusion of the Expansion Tenant Improvements. Landlord and Tenant shall
approve the plans for the Expansion Addition and Expansion Tenant Improvements.
To the extent the cost of the Expansion Tenant Improvements exceed the Expansion
Allowance, the costs thereof shall be repaid as negotiated by Landlord and
Tenant. Rent for the Expansion Addition shall be at the same Base Rent as for
the Building and the term shall coincide with the "Initial Term" as hereinafter
defined and all other terms of this Lease shall apply to the Expansion Addition,
including the option for Extended Terms. The parties shall execute an amendment
to this Lease reflecting the addition of the Expansion Addition.

2.	USE

Tenant shall use the Demised Premises for the purpose
of normal and customary office, light manufacturing, electronic assembly and
testing, warehousing, such other purposes allowed by the Journal Center
Covenants, and for such other lawful and permitted purposes as may be incidental
thereto, and for no other purposes without Landlord's prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed.
Landlord warrants and represents to Tenant that to the best of Landlord's actual
knowledge, the permitted use is not prohibited by any business park restrictions
and/or covenants. Notwithstanding anything contained to the contrary in this
Lease, the Tenant shall have access to the Demised Premises twenty-four (24)
hours per day and seven (7) days per week.

3.	TERM; DELAYS IN POSSESSION READY
DATE; EARLY TERMINATION; OPTION TO EXTEND

(a)	Term. This Lease shall
be effective from the date first above set forth ("Effective Date Hereof"). The
initial term of this Lease ("Initial Term") shall commence upon "Substantial
Completion" (as hereinafter defined) of the initial Landlord Improvements and
Tenant Improvements in accordance with this Lease ("Possession Ready
Premises") and delivery of the Demised Premises to Tenant ("Premises
Ready Date"), which date is hereinafter called the "Commencement Date" of this
Lease. The Commencement Date shall not be earlier than May 1, 2005. The Initial
Term shall extend and continue for a period of ten (10) years and two (2) months
from the Commencement Date and shall terminate on or about June 30, 2015
("Initial Expiration Date"). To the extent the Commencement Date does not occur
on or before August 31, 2005, through no fault of Tenant, Tenant shall have the
right to terminate this Lease upon prior written notice delivered to Landlord
prior to Landlord delivering the Possession Ready Premises to Tenant. Within
thirty (30) days after the Commencement Date, Landlord and Tenant shall execute
the document attached hereto as Exhibit "C" evidencing the actual Commencement
Date and Initial Termination Date. In the event the Commencement Date is not the
first day of a month, the Initial Term shall extend to the last day of the month
in which the Initial Expiration Date occurs.

"Lease Year" shall mean the period from the Rent Commencement
Date to the day before the anniversary of the Rent Commencement Date and every
subsequent annual period thereafter. If the Rent Commencement Date is not the
first day of the month, the first Lease Year shall commence on the first day of
the month following the Rent Commencement Date and end on the last day of the
twelfth month thereafter. All subsequent Lease Years shall commence and end on
the anniversaries of said dates.

(b)	DELAYS IN PREMISES READY DATE.
Landlord shall deliver the Premises on or before May 1, 2005, provided that
Landlord and Tenant agree that this Lease will be fully executed by July 15,
2004. Landlord shall also have a tenant improvement space plan agreed upon by
August 1, 2004. Any delay on execution of the tenant improvement space plan, or
lease shall postpone the penalties outlined below on a day-for-day basis. To the
extent that the Premises Ready Date does not occur on or before May 1, 2005, for
reasons other than delays caused by Tenant, the following shall occur:

- For each day that the Premises Ready Date falls after
May 1, 2005 and on or before May 17, 2005, the Commencement Date shall be
delayed on a day-for-day basis.
- For each day that the Premises Ready Date falls after
May 17, 2005 and on or before May 24, 2005, the Commencement Date shall
be delayed on a day-for-day basis, plus Tenant shall receive a rent credit of
$500.00/day.
- For each day that the Premises Ready Date falls after
May 24, 2005, and on or before May 31, 2005, the Commencement Date shall
be delayed on a day-for-day basis, plus Tenant shall receive a rent credit of
$750.00/day.
- For each day that the Premises Ready Date falls after
May 31, 2005, and on or before June 30, 2005, the Commencement Date shall
be delayed on a day-for-day basis, plus Tenant shall receive a rent credit of
$1,000.00/day.
- For each day that the Premises Ready Date falls after
June 30, 2005, the Commencement Date shall be delayed on a day-for-day basis,
plus Landlord will pay any of Tenant's actual holdover rent paid at its current
location at 2400 Louisiana Blvd. NE, Building 5, not to exceed $47,658.00 per
month, through reasonable completion of Tenant's move to the Demised
Premises.

None of the penalties outlined above shall arise from
Landlord's failure to complete the installation of any Landlord Financed
Furniture (as defined herein) or from Tenant's failure to provide equipment,
materials or other improvements for which it is responsible, to the Property, or
from its failure to timely secure the IRB(s) described in Paragraph 7 herein. In
the event Tenant fails to timely provide equipment, materials or improvements
which are its responsibility, or fails to secure the IRB(s) provided for in
Paragraph 7 such that Landlord may commence construction no later than September
30, 2004, the May 1, 2005 deadline shall be extendedon a day-for-day
basis for each day Landlord is delayed by Tenant's failure to provide those
items.

(c)	EARLY TERMINATION.Provided Tenant
is not then in default under the terms of this Lease beyond any applicable grace
or cure period, Tenant shall have the right to terminate this Lease at the
expiration of the seventh (7th) Lease Year from Rent Commencement Date by
providing not less than nine (9) months prior written notice to Landlord.
Coincident with tendering the notice to Landlord, Tenant shall pay an "Early
Termination Penalty" as follows:

(i) The amount of the Unamortized Lease
Up Costs at a rate of seven percent (7%) annually, which shall include, but is
not limited to Tenant Allowance, Extra Tenant Improvement Allowance, Touch Up
Allowance, Expansion Allowance and real estate commissions applicable on the
effective date of the early termination; and

(ii) An amount equal to the Base Rent for the last
two (2) months of the seventh (7th) Lease Year, unless an early termination
occurs subsequent to the seventh (7th) Lease Year pursuant to the
immediately following paragraph, in which case the amount will be twice the Base
Rent for the current month at the time of termination.

Should Tenant exercise the option to expand the Demised
Premises pursuant to Paragraph 1(c) above, the right to early termination shall
not be effective until the later to occur of the expiration of the
seventh (7th) Lease Year or the sixtieth (60th) month following the date Base
Rent is first due and owing for the Expansion Addition.

(d)	OPTION TO EXTEND.Provided Tenant is
not in default under the terms of this Lease after all applicable grace and cure
periods, at the time it gives notice of its intent to exercise its option and at
the time the new extended Term begins, and provided Tenant is not in default
beyond the applicable cure period on more than one occasion between the notice
and the time the new extended Term begins, Tenant shall have the right to extend
the Initial Term for three (3) additional five (5) year periods ("Extended
Term(s)"). "Term", as used herein, shall also include the Initial Term and
Extended Term(s), if exercised. Tenant shall provide Landlord not less than ten
(10) months written notice prior to the first day of said Extended Term of its
intent to exercise each option for an Extended Term. Rent for each Extended Term
shall be calculated at ninety-five percent (95%) of fair market rent for
comparable space, including applicable tenant improvement allowances, rent
escalations, rent concessions or rent abatements, then being offered in similar
type buildings in the Albuquerque market, but such fair market rent for
comparable space shall exclude real property taxes as long as the IRB is in
place. In the event Landlord and Tenant cannot agree upon rent for an Extended
Term, within three (3) months after Tenant exercises the option therefor, each
party shall select one (1) experienced commercial agent/broker familiar with
comparable properties in the Albuquerque area ("Commercial Broker"). Each party
shall provide written notice to the other party within thirty (30) days after
the impasse of said party's designated Commercial Broker and the two (2)
Commercial Brokers shall select a third Commercial Broker (the "Third Commercial
Broker") within fifteen (15) days after selection of the other two (2)
Commercial Brokers. The three (3) Commercial Brokers shall, within forty-five
(45) days of appointment of the Third Commercial Broker, determine Base Rent and
other concessions, allowances, etc. for the Extended Term, and the decision of
the Commercial Brokers shall be final. Each party shall pay the costs for the
Commercial Broker it appointed and the parties shall split the costs for the
third Commercial Broker. If the three Commercial Brokers cannot come to a
unanimous decision, the decision of the Third Commercial Broker shall be
binding. In the event that such determination is unacceptable to Tenant, Tenant
may within ten (10) business days of receipt of the determination by the
Commercial Brokers provide notice to terminate the option to extend the lease;
provided however, nothing in this Lease shall entitle Tenant to terminate the
option to extend the Lease less than one hundred twenty (120) days prior to the
first day of the Extended Term. Should Tenant fail to terminate the option to
extend at least one hundred twenty (120) days prior to the first day of the
Extended Term, the terms of the Extended Period shall be those determined by the
Commercial Brokers. In the event Tenant timely terminates the option to extend
the Lease, Tenant shall be responsible for the costs of all three Commercial
Brokers.

4.	BASE RENT; REIMBURSABLE EXPENSES; HVAC; EXCLUSIONS FROM
OPERATING EXPENSES; SECURITY DEPOSIT

(a)	 BASE RENT. "Base Rent"
shall accrue commencing two (2) months after the Commencement Date ("Rent
Commencement Date") and shall be payable by Tenant in lawful money of the United
States of America, in advance on or before the first day of each calendar month,
as follows (month numbers are calculated from Rent Commencement Date):

Months 1 through 12 - $13.60 per square foot,
annually $646,394.40 and monthly $53,866.20;

Months 13 through 24 - $13.85 per square foot,
annually $658,276.68 and monthly $54,856.39;

Months 25 through 36 - $14.11 per square foot,
annually $670, 634.16 and monthly $55,886.18;

Months 37 through 48 - $14.37 per square foot,
annually $682,991.76 and monthly $56,915.98;

Months 49 through 60 - $14.63 per square foot,
annually $695,349.24 and monthly $57,945.77;

Months 61 through 72 - $14.90 per square foot,
annually $708,182.16 and monthly $59,015.18;

Months 73 through 84 - $15.18 per square foot,
annually $721,490.28 and monthly $60,124.19;

Months 85 through 96 - $15.46 per square foot,
annually $734,798.40 and monthly $61,233.20;

Months 97 through 108 - $15.75 per square foot,
annually $748,581.72 and monthly $62,381.81;

Months 109 through 120 - $16.04 per square foot,
annually $762,365.16 and monthly $63,530.43.

No rent shall be payable by Tenant during the period
commencing on the Commencement Date and expiring on the day immediately
preceding the Rent Commencement Date. In the event the Commencement Date is not
the first day of a month, the Initial Term shall end, unless sooner terminated,
pursuant to the terms of this Lease, on the last day of the one hundred twenty-
second (122nd) entire calendar month after the Commencement Date. Further, Base
Rent and Reimbursable Expenses shall be prorated for the initial partial month
in which the Rent Commencement Date falls on the basis of the Base Rent of
$13.60 per square foot calculated on a per diem basis.

(b)	REIMBURSABLE EXPENSES. Tenant agrees
to pay Landlord a portion of certain operating expenses related to the Property
described in this Paragraph 4(b) (collectively "Reimbursable Expenses").

Within thirty (30) days after the expiration of the first
Lease Year, Landlord shall provide to Tenant an itemization of actual
Reimbursable Expenses for the first Lease Year. To the extent any of the
Reimbursable Expenses do not reflect the Demised Premises being fully assessed,
occupied and/or functioning, Landlord shall stabilize and annualize those
Reimbursable Expenses ("Adjusted Reimbursable Expenses") and combine them with
the actual Reimbursable Expenses for the other components to arrive at "Base
Year Reimbursable Expenses". Thereafter, commencing thirty (30) days after the
expiration of the second Lease Year, Landlord shall provide Tenant a written
itemization of actual Reimbursable Expenses for the second Lease Year ("Current
Year Reimbursable Expenses"). To the extent the Current Year Reimbursable
Expenses exceed the Base Year Reimbursable Expenses ("Excess Reimbursable
Expenses"), Landlord shall invoice Tenant the amount thereof and Tenant shall
remit payment to Landlord therefor within thirty (30) days after the receipt of
said invoice. In the event the Current Year Reimbursable Expenses are less than
the Base Year Reimbursable Expenses, Tenant shall notbe entitled to any
rebate thereof. Annually, after the expiration of each Lease Year thereafter,
Landlord shall similarly provide a reconciliation and invoice to Tenant, if
appropriate, for Excess Reimbursable Expenses.

Landlord shall keep records showing all Reimbursable Expenses
for a period of three (3) years following each Lease Year, and such records
shall be made available for inspection by Tenant and/or its agents during
ordinary business hours in the city in which the Demised Premises is located.
Any dispute with respect to Landlord's calculations of the Reimbursable Expenses
shall be resolved by the parties through consultation and good faith within
sixty (60) days. However, if the dispute cannot be resolved within such period,
the parties shall request an audit of the disputed matter from an independent,
certified public accountant selected by both Landlord and Tenant, whose decision
shall be based on generally accepted accounting principles consistently applied
and shall be final and binding on the parties. If there is a variance of five
percent (5%) or more between said decision and the Landlord's determination of
Reimbursable Expenses, Landlord shall pay the costs of said audit and shall
credit any overpayment toward the next Base Rent payment falling due or pay such
overpayment to Tenant within thirty (30) days. If the variance is less than five
percent (5%), Tenant shall pay the cost of said audit and shall receive a credit
for any overpayment.

Reimbursable Expenses shall include the following:

(1)	Landscaping and Lawn Maintenance;

(2)	All services, supplies, repairs, inspections or
other expenses for maintaining the interior and exterior of the Building,
parking areas, walkways and other Improvements constructed by Landlord, and
including, but not limited to, the replacement of light bulbs within Landlord
installed fixtures, exterior window washing twice per year, repairs and
maintenance due to normal wear and tear, but specifically excluding

●	janitorial services (such as carpet, floor and
window cleaning),

●	consumables excluding light bulbs (such as
paper towels and toilet paper), and

●	damage caused by Tenant, its agents,
employees, contractors and invitees not constituting normal wear and tear, and

●	HVAC Expenses (as defined in Paragraph 4(c)),
except as otherwise stated in Paragraph 4(c);

(3)	Water, sewer and refuse (which includes only an
eight yard dumpster with no more than three-times-per-week pick up) for the
Demised Premises;

(4)	The costs of any other repairs that are not
"Capital Improvements" (as hereinafter defined). "Capital Improvements" are
defined as roof and foundation repairs/replacements, structural wall
repairs/replacements, and the replacement of any non-HVAC mechanical, utility or
electrical systems servicing the Property;

(5)	Journal Center Assessments; and

(6)	A property management fee equal to three percent
(3%) of the Base Rent less the Reimbursable Expenses, plus New Mexico gross
receipts tax on such management fee.

(c)	HVAC. Landlord shall be responsible
for all maintenance, repair and/or replacement of the heating, ventilating and
air conditioning systems servicing the Demised Premises during the Term ("HVAC
Expenses"). Landlord shall invoice Tenant annually, within thirty (30) days
after the expiration of each Lease Year, the costs of HVAC Expenses to the
extent the HVAC Expenses exceed $.25 per square foot of Tenant's Rentable Area
per Lease Year ("HVAC Expense Stop"), which Tenant shall reimburse Landlord
within thirty (30) days of billing therefor ("Excess HVAC Expenses"). Provided
however, to the extent any single HVAC Expense for repair and/or replacement of
the system, either partially or completely, exceeds $3,500.00, said amount shall
be amortized on a straight line basis over the useful life of such repair or
replacement and the amortized annual amount thereof shall, together with all
other HVAC Expenses for said Lease Year, be combined and to the extent said HVAC
Expenses exceed the HVAC Expense Stop, the excess shall constitute Excess HVAC
Expenses and be included within Reimbursable Expenses for said Lease Year.
Landlord will not charge for any HVAC usage, and Tenant may set its own hours of
operation. Landlord guarantees that the Demised Premises will have cooling
capacity to provide an even temperature of not more than 74 degrees F when
outside temperature is 100 degrees F, and 70 degrees F when outside temperature
is 13 degrees F.

(d)	EXCLUSIONS FROM REIMBURSABLE EXPENSES.
For purposes of calculating Reimbursable Expenses, the following items are
specifically excluded:

(1)	depreciation on the Building;

(2)	expenses for any Capital Improvements;

(3)	expenses for which the Landlord is reimbursed or
indemnified (either by an insurer, condemnor, Tenant or otherwise);

(4)	expenses incurred in leasing or procuring new tenants
(including, without limitation, lease commissions, advertising expenses, space
planning costs and expenses of renovating space for new tenants);

(5)	legal, engineering or architectural expenses arising
out of the construction, operation, use, occupation or maintenance of the
Property or the enforcement of the provisions of any agreements affecting the
Property;

(6)	interest or amortization payments on any mortgage or
mortgages, and rental under any ground or underlying lease or leases related to
the Property;

(7)	wages, salaries or other compensation or benefits paid
to any executive employees above the grade of building manager; wages, salaries
or other compensation paid for clerks or attendants in concessions or newsstands
operated by the Landlord; and fees, wages, salaries and other compensation to
the extent allocable to services not rendered directly in connection with the
operation or maintenance of the Property;

(8)	the cost of any work or service performed for or
facilities or utilities furnished to the Tenant or other tenants at that party's
cost;

(8A) expenses in connection with maintaining and operating
any Covered Parking,

including any normal wear and tear but excluding any
negligent or intentional acts of Tenant, its agents, guests, invitees or
employees;

(9) the cost of correcting defects (latent or otherwise) in
the construction of the Improvements, except that conditions (not occasioned by
construction defects) resulting from ordinary wear and tear shall not be deemed
defects, or of bringing the Property into compliance with the law, as qualified
by Paragraph 8;

(10) the cost of installing, operating and maintaining a
specialty improvement, including, without limitation, an observatory,
broadcasting, cafeteria or dining facility, or athletic, luncheon or
recreational club;

(11) any cost or expense representing an amount paid to a
related corporation which is in excess of the amount which would be paid in the
absence of such relationship, and the cost of signs in or on the Building
identifying Landlord or any tenant of the Building;

(12) dues and/or subscriptions;

(13) travel and/or entertainment;

(14) recruitment and interview;

(15) interest, fines or penalties;

(16) expenses resulting directly or indirectly from the
negligence or willful misconduct of Landlord or its agents, employees or
contractors;

(17) any bad debts loss, rent loss, or reserves for bad debts
or rent loss;

(18) costs associated with the operation of the business of
the person or entity which constitutes Landlord (as the same are distinguished
from the costs of operation of the Property), including costs of Landlord's
general corporate overhead and general administrative expenses;

(19) costs (including without limitation permit, license and
inspection costs) incurred in connection with tenant improvement work performed
by Landlord for its tenants (or in vacant rentable space) in the Building
                                                                                                                                                                                                                                            ERR

(20) repairs or replacements covered by warranties or
guaranties;

(21) salaries or service personnel (including the property
manager) to the extent that such service personnel perform services other than
in connection with the management, operation, repair or maintenance of the
Property;

(22) damage and repairs attributable to condemnation;

(23)	any sale, syndication, financing or refinancing costs
and expenses, including, but not limited to, interest or amortization on debt
and rent under any ground or underlying lease;

(24) costs of changes that are required by law or
governmental authorities because of any act or failure to act by Landlord, its
agents, servants or contractors, including, without limitation, alterations
required in connection with the grant of any permit or approval to Landlord;

(25) contributions to employee pension plans;

(26) management office rental or any amount attributable
thereto;

(27) any category of Reimbursable Expense which is not
included in the Base Year Reimbursable Expenses and HVAC Expenses, unless
approved in advance by Tenant;

(28) tax penalties incurred as a result of Landlord's
negligence or its inability or unwillingness to make payments when due, except
to the extent said failure is due to Tenant's default under the terms of this
Lease;

(29) costs incurred by the Landlord due to the violation by
Landlord or any other tenant of the terms and conditions of any lease of space
in the Building;

(30) rentals or other related expenses incurred in leasing
air conditioning systems, elevators or other equipment ordinarily considered to
be of a capital nature;

(31) under no circumstances shall Landlord collect in excess
of 100% of all Landlord's Reimbursable Expenses, or recover, through said
expenses, any item of cost more than once; nor shall Landlord include in
Reimbursable Expenses any costs in excess of those that would be reasonably
incurred by prudent operators and managers of similar buildings in the area.
Reimbursable Expenses shall be reduced by the amount of any reimbursement,
recoupment, payment, discount, credit, reduction, allowance, or the like
received or receivable by Landlord that is allocable to any Reimbursable
Expenses;

(32) acquisition costs of sculpture, paintings or works or
art, and

(33) reserve accounts of all types.

(e)	SECURITY DEPOSIT. Tenant shall not
be required to provide a deposit or advance rent at the time of the execution of
this Lease, or prior to the Rent Commencement Date. However, Landlord shall have
the right to require Tenant to pay a deposit equal to the Base Rent due the last
month of the Term, being the month of the Initial Expiration Date, Early
Termination Date or last day of the final Extended Term for which Tenant has
exercised its option, whichever is applicable ("Security Deposit"). Landlord
shall provide written notice demanding the payment of the Security Deposit given
not earlier than seven (7) months prior to the expiration of the Term, and
Tenant shall have thirty (30) days after the receipt thereof to pay the Security
Deposit to Landlord. The Security Deposit shall be placed by Landlord in a
federally insured interest bearing account under Tenant's federal tax id. no.
85-0359415. Interest shall accrue to the benefit of Tenant. The Security Deposit
shall be held and applied by Landlord as security for the full and timely
performance and observance of any and all of the terms and conditions of this
Lease on Tenant's part to be performed and observed. Landlord in its discretion
and from time to time and at any time shall be entitled to apply any portion or
all of the Security Deposit to reimbursement or satisfaction of any and all
defaults by Tenant of its obligations under this Lease and/or any and all
damages, losses, attorneys' fees, costs or expenses of Landlord resulting
therefrom, including those not remedied by Tenant within the period, if any,
expressly provided for in this Lease for such remedial action. Upon Landlord
giving Tenant notice of any such application of the Security Deposit, Tenant
shall, within ten (10) days thereafter, pay to Landlord a sum sufficient to
restore the amount of such Security Deposit to the total, including interest
expended by Landlord therefrom. Within thirty (30) days following expiration of
the Term (except as otherwise provided by law), Landlord shall refund to Tenant
any balance of the Security Deposit, including interest earned thereon, which
has not been applied to reimbursement or satisfaction of the foregoing items,
and Landlord shall have no further liability with respect to the Security
Deposit.

If Landlord shall cease to be the Landlord of the Property,
Landlord shall deliver the balance of the Security Deposit then on deposit with
Landlord to its successor-in-interest to the Property; and upon such delivery
and written notice to Tenant giving the name and mailing address of such
successor-in-interest, and the written assumption by such successor-in-interest
of the Landlord's obligations under this Lease, including those contained in
this Paragraph 4(e), Landlord shall have no further liability with respect to
the Security Deposit.

5.	LATE PAYMENT PENALTY; DEFAULT INTEREST

(a)	LATE PAYMENT PENALTY. Tenant
hereby acknowledges that late payment to Landlord of Base Rent or other sums due
hereunder will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. If any Base Rent
or other sums due from Tenant is not received by Landlord or Landlord's
designated agent within ten (10) days after its due date for any first late
payment within a Lease Year and within five (5) days after its due date for any
subsequent late payment within a Lease Year, then Tenant shall pay to Landlord a
late charge equal to five percent (5%) of such overdue amount, plus any
reasonable attorney's fees incurred by Landlord by reason of Tenant's failure to
pay Base Rent and/or any other charges when due hereunder ("Late Payment
Penalty"). The parties hereby agree that the Late Payment Penalty represents a
fair and reasonable estimate of the costs that Landlord will incur by reason of
Tenant's late payment. Landlord's acceptance of a payment without the Late
Payment Penalty or acceptance of a payment with the Late Payment Penalty shall
not constitute a waiver of Tenant's default with respect to such overdue amount
or prevent Landlord from exercising any of the other rights and remedies granted
hereunder.

(b)	DEFAULT INTEREST. Any amounts
expended by Landlord on Tenant's behalf for which Tenant is liable under this
Lease, after applicable cure periods, shall bear interest at the Prime Rate, as
published from time to time under the heading "Money Rates" in The Wall
Street Journal, plus four percent (4%) until repaid ("Default Interest
Rate").

6. 	LANDLORD AND TENANT IMPROVEMENTS

Landlord shall use GA Brunacini Construction
Co., Inc., a New Mexico corporation ("Brunacini Construction") as the general
contractor for the construction of the Improvements. The parties have agreed
upon a preliminary site plan and building plan for the Landlord Improvements
which is attached as Exhibit "D". Landlord and Tenant have agreed that Landlord
will employ Claudio Vigil as the architect for the Improvements.

(a)	Landlord shall submit plans and specifications for
the Landlord Improvements ("LI Plans") to Tenant for approval not later than
August 15, 2004 and the LI Plans shall be approved ("Final LI Plans") not later
than September 1, 2004.

(b)	Based upon Tenant's conceptual plan, Landlord
shall provide Tenant an initial space plan for the Tenant interior improvements
("Space Plan"), and Landlord and Tenant shall have until August 1, 2004 to
finalize the Space Plan ("Final Space Plan"). Landlord shall provide Tenant, for
approval, the plans and specifications for the Tenant Improvements ("TI Plans"),
not later than September 1, 2004, or one (1) month after finalizing the Space
Plan, whichever is later. Thereafter, the parties shall finalize the TI Plans
("Final TI Plans") not later than September 15, 2004 or fifteen (15) days after
submission thereof to Tenant.

(c) 	The parties acknowledge and agree that for
purposes of reviewing and approving the Space Plan, LI Plans and TI Plans, each
party shall respond within five (5) business days after the receipt of documents
related thereto, either approving or disapproving said documents.

(d)	Landlord shall provide Tenant an allowance of
$35.00 per square foot of Tenant's Rentable Area for the construction of the
Improvements depicted on the Final TI Plans, moving expenses and furniture
acquisition ("Tenant Allowance"). The calculation of the construction costs
within the Tenant Improvements reflected on the Final TI Plans shall be at
Brunacini Construction's construction cost plus seven percent (7%). If Brunacini
Construction self performs any Tenant Improvements, if requested by Tenant,
Landlord shall provide Tenant two (2) competitive bids therefor, and the self-
performed work shall be done by Brunacini Construction at a cost no greater than
the lowest responsive bid. All cost information related to the Tenant
Improvements shall be open book, and Tenant shall have the right to review all
pricing at all reasonable times upon advance notice to Landlord. Any changes
requested by either party to the Final Space Plan, Final LI Plans and Final TI
Plans shall be evidenced by a written "Change Order" executed by both Landlord
and Tenant reflecting the additional cost or reduced cost, the party requesting
the Change Order, and any additional delay in the Commencement Date related to
said Change Orders.

(e)	Up to $15.00 per square foot of Tenant's Rentable
Area of the Tenant Allowance may be used by Tenant to offset costs associated
with Tenant's move to the Demised Premises, including, but not limited to,
telephone, data system and wiring installation, direct costs of the physical
move, any furniture and cubical procurement, security system purchase and/or set
up, any equipment set up costs, and any other reasonable expense related to the
move ("Moving Allowance"). The parties acknowledge and agree that not more than
$2.00 per square foot of Tenant's Rentable Area of the Moving Allowance may be
utilized for direct moving related costs ("Direct Moving Costs"). The unpaid
invoices for expenses for the Direct Moving Costs may be submitted by Tenant to
Landlord, and Landlord shall pay said invoices up to a total of $2.00 per square
foot of Tenant's Rentable Area directly to the vendor(s). The parties further
acknowledge and agree that any portion of the Moving Allowance actually used by
Tenant that exceeds $5 per square foot of the Tenant's Rentable Area shall be
used solely to purchase furniture for the Demised Premises. The balance of the
Moving Allowance including the portion for "Landlord Financed Furniture" shall
be reimbursed within thirty (30) days to Tenant upon presentment to Landlord of
paid invoices for the allowable expenses, or alternatively, shall be purchased
directly by Landlord at the request of Tenant to satisfy requirements of the
IRB(s). Tenant shall have the right to utilize all or any portion of the Moving
Allowance for the purchase of furniture ("Landlord Financed Furniture"). The
Landlord Financed Furniture shall remain at the Demised Premises and shall be
for the exclusive use of Tenant, its employees and invitees during the Term, and
Tenant shall be responsible for all maintenance, repair and replacement of the
Landlord Financed Furniture, normal wear and tear excepted. The Landlord
Financed Furniture shall be the property of Landlord, shall be returned to
Landlord at the expiration of the Term, and Landlord shall have the benefit of
all depreciation related thereto. The parties acknowledge and agree that any and
all equipment, fixtures, furniture or other improvements purchased with the
Tenant Allowance and Extra Tenant Allowance or Expansion Allowance shall remain
at the Property upon termination of the Lease; and, Tenant shall have no
ownership interest in such equipment, fixtures, furniture or other improvements.
Landlord and Tenant shall execute an inventory, attached hereto as Exhibit "G",
listing and describing all Landlord Financed Furniture, as well as describing
the installation and wiring of telephone and data systems.

(f)	Tenant shall have the right to an additional
allowance for Tenant Improvements of $5.00 per square foot of Tenant's Rentable
Area (the "Extra Tenant Allowance") by providing a written request therefor, to
Landlord not later than the Commencement Date. The Extra Tenant Allowance may
only be used for actual Tenant Improvements and Landlord Financed Furniture, and
not any other items included within the "Moving Allowance" as hereinafter
defined. Any portion of the Extra Tenant Allowance utilized by Tenant will be
amortized over ten (10) years from the Rent Commencement Date at seven percent
(7%) per annum and shall be added to the Base Rent.

(g)	The parties acknowledge and agree that the LI
Plans shall provide for a single electrical utility feed for the main electrical
service to the Building. Tenant, at Tenant's sole cost and expense, may add an
additional utility feed to the Building and upgrade the utility service.

(h)	The Final LI Plans shall provide for two (2)
conduits from the Building's telecommunications room to the lot line of the Land
to be mutually agreed upon by Landlord and Tenant. Tenant, at Tenant's sole cost
and expense, shall pay for pulling all wiring or cabling to the Building and
within the Building's chases and ducts. Landlord represents that there currently
exist telephone lines and fiber optic at the boundary of the Property to the
best of Landlord's actual knowledge. Landlord will responsible for bringing
telephone lines and fiber optic to the boundary of the Property.

(i)	Landlord shall install, as part of the Landlord
Improvements, a security system which shall include card access swipe cards for
all of Tenant's employees at each entrance to the Building ("Security System").
An allowance for the Security System totaling $10,000.00 shall be included in
the Landlord Improvements. To the extent the cost of the Security System exceeds
$10,000.00, Tenant shall pay said costs from the Tenant Allowance, Extra Tenant
Allowance or as mutually agreed by Landlord and Tenant. All repair and
replacement of the Security System, after initial installation, shall be a
Tenant Expense.

(j)	Landlord shall install signs ("Signs") requested
by Tenant on the Building and monument on the Land which conform with all
governmental requirements, the Journal Center Covenants and which have been
approved in writing by Landlord. Landlord and Tenant shall agree upon the
location, size and design of each of the Signs, which approval shall not be
unreasonably withheld, conditioned or delayed. Tenant's name shall be included
on the Building directory in the lobby, per Tenant's standards, including the
names of all executives, departments and managers of Tenant. An allowance for
the initial Signs, including the Building directory, has been included in the
Landlord Improvements totaling $5,000.00 ("Sign Allowance"). To the extent the
cost of the Signs exceeds $5,000.00, Tenant shall pay said costs form the Tenant
Allowance, Extra Tenant Allowance or as mutually agreed by Landlord and Tenant.
All repair and replacement of the Signs, after initial installation, shall be a
Reimbursable Expense.

(k)	The parties acknowledge and agree that parking
facilities for the Demised Premises shall be at a ratio of four (4) spaces per
1,000 square feet of Tenant's Rentable Area, as may contract or expand pursuant
to the terms of this Lease. Landlord and Tenant shall agree upon covered parking
for the benefit of Tenant and subject to Journal Center Covenants ("Covered
Parking") and which shall be included in the Final LI Plans. The use of the
Covered Parking shall be billed to Tenant as additional rent at the rate of
$25.00 per parking space per month for the Initial Term as follows:

1. Tenant shall guarantee to Landlord payment ofadditional
rent for twelve (12) Covered Parking spaces for the Initial Term and all
Extended Terms exercised by Tenant.

(2)	Landlord and Tenant shall negotiate the use and additional rent for
any additional Covered Parking spaces.

Additional rent for the Covered Parking during any Extended Term shall be
offered at the rate of ninety-five percent (95%) of the going market rate for
comparable covered parking at the commencement of each Extended Term, for which
the option was exercised by Tenant, provided however, that any additional rent
for Covered Parking shall not be less than $25.00 per month per space.

(l)	Landlord agrees to use its best efforts in conjunction with Tenant
to have the public street accessing the Property to be named "SBS Technologies
Drive".

(m)	Except as otherwise specifically provided to the
contrary in this Lease, Substantial Completion of the Improvements and delivery
of possession of the Property to Tenant shall occur not later than May 1, 2005.
For purposes of this Lease, "Substantial Completion" shall mean: (i) the
Improvements are complete in accordance with the Final LI Plans and Final TI
Plans (as the same may be amended by mutually agreed upon Change Orders) and all
of the Demised Premises' heating, ventilating, air-conditioning, plumbing, life-
safety, mechanical and electrical systems are fully operational (except minor
punch list items) such that Tenant can conduct normal business operations from
the Demised Premises; (ii) a certificate of occupancy (or its equivalent) has
been obtained for the Demised Premises from applicable governmental authorities;
(iii) all exterior and common areas, including, without limitation all parking
facilities, access roads, curbs, curb cuts, sidewalks, landscaping, irrigation,
and related facilities are complete (subject only to minor punch-list type items
which do not materially impair use and enjoyment); and (iv) the Demised Premises
are broom clean and vacant. The completed installation of Landlord Financed
Furniture or other furniture purchased by Tenant shall not be required for
Substantial Completion of the initial Landlord Improvements and Tenant
Improvements. Furthermore, the denial or delay of a certificate of occupancy (or
its equivalent) due to the lack of the completion of furniture installation
shall not delay the Commencement Date. Landlord shall provide Tenant written
notice of the proposed Commencement Date not less than thirty (30) days prior
thereto. Within ten (10) days prior to the proposed Commencement Date, Landlord,
Brunacini Construction and Tenant shall inspect the Property and complete a
punch list of unfinished items of the Improvements (the "Punch List"). All items
on the Punch List shall be completed by Landlord within thirty (30) days, except
those items which cannot reasonably be completed within said time period, but
which items shall be completed as soon as reasonably possible. Within thirty
(30) days after the Commencement Date, Tenant shall add to the Punch List
additional items requiring correction, which Landlord shall complete within
thirty (30) days, or as soon thereafter as reasonably practicable.

(n)	Landlord shall cause all Improvements to be
constructed in a good and workmanlike manner, consistent in all material
respects with the Final Ll Plans and the Final TI Plans, using only new
materials of appropriate grade. Landlord, through Brunacini Construction, shall
and does hereby agree to warrant the materials, equipment and workmanship of the
Improvements, and Landlord shall repair or replace all materials, equipment and
workmanship related thereto found to be defective within one (1) year following
the Commencement Date or such longer period, to the extent there are latent
defects or defects that are not readily apparent by visual inspection and not
discovered prior to the first anniversary of the Commencement Date. Tenant shall
provide written notice to Landlord of any patent or readily apparent defects
within said one (1) year anniversary of the Commencement Date, or be deemed to
have waived the provisions of this subparagraph as to said defects.

(o)	If the Final Space Plan, Final LI Plans or Final
TI Plans are not approved by Landlord and Tenant on or before the dates
established in this Paragraph 6, the Commencement Date (as said date may be
extended by Change Orders) shall be extended one (1) day for each day after said
deadline(s) until each final approval is reached.

(p)	Tenant shall not have the right to enter the
Demised Premises for purposes of preparing the same for occupancy prior to the
Commencement Date, without the prior written consent of Landlord. Additionally,
if Landlord and Tenant agree to permit Tenant to have access for said purposes,
any such use shall not unreasonably interfere with the construction of the
Improvements and Tenant shall provide all liability insurance required by
Paragraph 14 hereinafter.

7.	INDUSTRIAL REVENUE BONDS

Landlord, with the assistance of Tenant, shall
seek industrial revenue bonds ("IRB(s)") in connection with the Property. Tenant
has retained bond counsel in connection with such IRBs, and such counsel will
also represent Landlord. Tenant agrees to pay all costs of the bond counsel in
connection with the IRB(s) and all other third party expenses, including costs
imposed by Bernalillo County, the fees of legal counsel for Bernalillo County
and the costs of the bank depository in connection with issuance of the IRB(s).
In addition, Tenant shall reimburse Landlord for all reasonable legal expenses
incurred by Landlord, such as any necessary corporate counsel opinions on behalf
of Landlord, in connection with the IRB(s). Landlord and Tenant shall cooperate
in all aspects of the IRB(s). Any tax benefits accruing for personal property
and any real property tax benefits during the term of this Lease shall be for
the sole benefit of Tenant. In the event the Lease is terminated for any reason,
Tenant shall pay all termination fees, penalties or other out of pocket expenses
associated with IRB(s) incurred by Landlord as a result of the termination.
Tenant shall defend, indemnify and hold Landlord harmless from any such
expenses.

8.	REQUIREMENTS OF LAW

Tenant shall promptly comply with all statutes,
ordinances, rules, orders, regulations, and requirements of the federal, state
and municipal governments and of any and all of their departments and bureaus,
including without limitation environmental requirements (collectively called
"governmental requirements") which are applicable to the use by Tenant of the
Demised Premises, or Tenant's business and operations within the Demised
Premises during the Term. Landlord shall, at its sole expense, comply with any
governmental requirements enacted after the Commencement Date requiring
alteration of any portion of the Property required to be maintained by Landlord
pursuant to this Lease, unless such alterations are required solely because of
the nature of Tenant's business and activities on the Property, rather than by
virtue of ownership of the Property. Tenant shall, at its sole expense, comply
with any such governmental requirements which require (i) alterations of any
portion of the Demised Premises required to be maintained by Tenant hereunder
and (ii) alterations of any portion of the Demised Premises required to be
maintained by Landlord which are required solely because of the nature of
Tenant's business and activities thereon; provided however, if such repairs by
Tenant have a depreciable life in excess of the balance of the Term (including
the Extended Terms) pursuant to Internal Revenue Service depreciation schedules
in effect at the time of such repairs, or other nationally recognized
depreciation schedules, Landlord shall reimburse Tenant upon demand for the
portion of the cost of such repairs attributable to the period of time after the
Term (including Extended Terms) expires. Either party may elect, by notifying
the other party of such election, to terminate this Lease in the event the cost
of any repairs required to be made by the electing party pursuant to
governmental requirements enacted after the Commencement Date exceeds twenty-
five percent (25%) of the Base Rent paid by Tenant for the immediately prior
Lease Year. This Lease shall terminate upon the date of such election unless the
non-electing party notifies the electing party within thirty (30) days of such
election, of its intent to pay such excess to make the required repairs on
behalf of the electing party, whereupon the termination election shall be null
and void, this Lease shall remain in full force and effect, and the non-electing
party shall pay the excess amount for such required alterations pursuant to the
governmental requirements. In the event either party, after the time required to
remedy defaults under this Lease, shall fail or neglect to comply with the
governmental requirements set forth in this Paragraph 8, or any of them, and
required to be complied with by that party, then the other party or its agents
may, by entry if required, comply with any and all of the governmental
requirements at the risk and expense of the defaulting party, and recover such
expense from the defaulting party; with any sums owing by Tenant to be added to
the next monthly installment of Base Rent and to be collectible as Base Rent,
and any sums owing by Landlord to be deductible from Base Rent or other sums
otherwise payable by Tenant to Landlord.

9.	REPAIRS; TOUCH UP ALLOWANCE

(a)	Except as provided specifically elsewhere
in this Lease, Landlord shall maintain and repair the interior and exterior of
the Building and the fixtures therein, including but not limited to HVAC,
plumbing and electrical fixtures and systems, subject to reimbursement provided
for in Paragraph 4 above. Landlord shall also maintain and repair any additions
to the Demised Premises made by Tenant and approved by Landlord and shall
replace glass broken during the Term, unless breakage is caused by Tenant, its
employees, agents, representatives, contractors and invitees. Tenant shall not
clog any plumbing, sewers, waste pipes, drains or water closets used by Tenant.
Tenant, at Tenant's sole cost and expense, shall repair and replace all damage
to the Demised Premises and all Improvements, caused by the negligent or
intentional acts or omissions of Tenant, its employees, agents, representatives,
contractors or invitees. If, within thirty (30) days after written notice by
Landlord, Tenant fails to provide any of the maintenance or repairs required of
Tenant and fails to complete the same with reasonable diligence, then Landlord
may provide such repairs or maintenance for the account of Tenant and the costs
thereof shall be added to the next monthly installment of Base Rent payable
hereunder and shall be collectible as Base Rent.

(b)	During the Term, Landlord shall be responsible for
Capital Improvements and for all other maintenance, repairs and replacements to
the Property and all Improvements (in the latter case, only if constructed by
Landlord), and damage due to fire or casualty, to the extent this Lease requires
Landlord to insure against such fire or casualty. All repairs and maintenance to
be made by Landlord shall be at Landlord's risk and expense.

(c)	Landlord shall not be liable for any damage or
injury to the person, business (or any loss of income therefrom), goods, wares,
merchandise or other property of Tenant, Tenant's employees, invitees, customers
or any other person in or about the Demised Premises, whether such damage or
injury is caused by or results from:

(i) Fire, steam, electricity, water, gas or rain;

(ii) The breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures;

(iii) Conditions arising in or about the Demised Premises or
upon other portions of the Building and Land or from other sources or places,
not caused by or resulting from Landlord's breach of the Lease; or

(iv) In the event Tenant elects to exercise its right of
contraction only, any act or omission of any other tenant of any portion of the
Building.

Landlord shall not be liable for any such damage or injury
even though the cause of or means of repairing such damage or injury are not
accessible to Tenant. The provisions of this subparagraph, however, shall not
exempt Landlord from liability for Landlord's negligence or willful
misconduct.

(d)	In the event Landlord fails to provide any of the
maintenance or repairs required of Landlord pursuant to the terms of this Lease
within thirty (30) days after Landlord's receipt of written notice thereof from
Tenant (or such lesser time period as is reasonable in the event of an
emergency), Tenant shall have the right to undertake said maintenance or repairs
and offset the costs thereof against rent and other amounts due under the terms
of this Lease. In the event the maintenance or repairs required of Landlord
cannot reasonably be completed within thirty (30) days, and Landlord commences
the maintenance or repairs within said thirty (30) days, and thereafter
diligently pursues the maintenance or repairs to completion, Landlord shall not
be in default under the terms of this subparagraph.

(e)	TOUCH UP ALLOWANCE.During the sixth
(6th) Lease Year, Landlord shall provide Tenant an allowance of $1.00 per square
foot of Tenant's Rentable Area for repainting or other fix-up expenses
(collectively "Fix-Up") incurred by Tenant during said Lease Year ("Touch Up
Allowance"). Tenant shall provide written notice to Landlord of requested Fix-Up
and Landlord shall perform said Fix-Up for a cost calculated on the same basis
as the formula for the Tenant Improvements. To the extent the expenses for the
Fix-Up exceed the Touch Up Allowance, Landlord and Tenant shall mutually agree
upon payment therefor.

10.	UTILITIES; JANITORIAL; TAXES

(a)	Tenant shall pay directly when billed all
charges for gas, electricity, janitorial, security/fire alarm monitoring,
telephone, including two (2) dedicated phone lines for security/fire and other
utilities and services not constituting Reimbursable Expenses used in connection
with the Demised Premises during the Term. Landlord agrees to pay the water,
refuse and sewer charges, and Tenant shall reimburse Landlord therefor as
provided for in Paragraph 4 of this Lease.

(b)	Landlord shall bear the cost of and pay when due
and in time to take advantage of all discount allowances if any, otherwise
before any of the same shall be in default or carry interest or penalties for
late payment, all real estate taxes (collectively "real estate taxes") assessed
against the Property. Tenant shall reimburse and pay Landlord for such actual
real estate taxes or payments in lieu thereof required in connection with any
IRB(s). If any tax (gross receipts or otherwise, but not including Landlord's
income taxes) on rents is imposed by governmental authorities in lieu of or in
addition to real estate taxes, Tenant shall reimburse Landlord the amount
thereof within fifteen (15) days after receipt of an invoice therefor from
Landlord. Any reduction in real estate taxes arising through the issuance of
industrial revenue bonds shall reduce dollar-for-dollar Tenant's obligation
under this Paragraph 10(b).

Except as specifically provided in this Lease, Landlord
shall bear the cost of and pay when due all assessments against the Property for
municipal or public improvements and service facilities.

(1)	Tenant shall have the right, in good faith, by
appropriate proceedings, to contest any assessment or reassessment, or the real
estate taxes, or the validity of either, or of any increase in the assessment,
or the rate, as permitted by law, and Tenant shall provide written notice
thereof to Landlord coincident with providing notice to the governmental
authority.

(2)	Landlord shall, within five (5) days after receiving
any assessment notice or tax bill related to the real estate taxes

provide Tenant written notice thereof.

(3)	In any contest of the real estate taxes, Tenant is
authorized to act in its own name and in the name of Landlord, if legally
necessary or desirable to use Landlord's name, and Landlord agrees that it will,
at Tenant's request, provided it is not put to any expense thereby, cooperate
with Tenant in any way Tenant may reasonably require in connection with such
contest.

(4)	Any contest conducted by Tenant hereunder shall be at
Tenant's expense and in the event any penalties, interest or late charges become
payable with respect to the real estate taxes as the result of such contest,
Tenant shall pay same.

(5)	Tenant shall pay to Landlord monthly with Base Rent,
one-twelfth (1/12th) of the estimated real estate taxes, and Landlord shall
remit said amounts to the First Mortgagee. Within two (2) months following the
close of each calendar year, Landlord shall provide Tenant an accounting showing
the actual real estate taxes paid by Landlord related to the Property and the
estimated amount paid by Tenant. In the event the accounting shows the total of
the monthly payments made by Tenant were less than the amount of the actual real
estate taxes due from Tenant under this subparagraph, the accounting shall be
accompanied by an invoice for the additional real estate taxes due. In the event
the accounting shows the total of the monthly payments for estimated real estate
taxes made by Tenant exceeds the amount of actual real estate taxes due from
Tenant under this subparagraph, Landlord shall provide a credit to Tenant for
said amount against the Base Rent and other amounts next falling due from
Tenant. In addition to the accounting provided for above, Landlord shall provide
Tenant with a new monthly estimated amount for real estate taxes for the current
calendar year.

11.	ALTERATIONS BY TENANT; ROOF;GENERATOR

(a)	ALTERATIONS BY TENANT.
After the completion of the Landlord Improvements and Tenant Improvements,
Tenant shall not make any alterations, additions or improvements, which shall
not include the purchase and installation of any modular furniture or any
relocation of existing modular furniture within the Demised Premises ("Tenant
Requested Alterations"), costing over $10,000.00 per improvement project, to the
Demised Premises without the prior written consent of Landlord, which shall not
be unreasonably withheld, conditioned or delayed. Tenant may, with prior notice
to Landlord, at its own cost and expense and in a good and workmanlike manner,
make such minor alterations, additions or improvements or erect, remove or alter
such partitions, or erect such shelves, bins, machinery, racks and trade
fixtures it may deem advisable, without altering the basic character of the
Building or Improvements and without overloading or damaging the Building or
Improvements, and in each case complying with all applicable governmental laws,
ordinances, regulations, and other requirements. Tenant shall be responsible for
maintaining all such minor alterations, additions or Improvements. Upon the
expiration or earlier termination of this Lease, unless otherwise agreed upon in
writing by the parties, Tenant shall restore the Demised Premises to its
original condition, ordinary wear and tear excepted, and with all Landlord
Financed Furniture left in its then condition, except negligent or intentional
damage thereto which shall be repaired or replaced by Tenant. Notwithstanding
anything aforesaid, Tenant shall have the right to install and remove from time
to time and at the expiration or earlier termination of this Lease, whether the
same be attached to the Demised Premises or otherwise, Tenant's trade fixtures,
equipment and other personal property, to include, without limitation, moveable
office partitions, and furniture, as well as any machinery and equipment
belonging to Tenant ("Tenant FF&E") provided however, if any portion of the
Demised Premises maintained by Landlord will be damaged by the installation or
use of the Tenant FF&E, Tenant shall have Landlord install and remove same,
at Tenant's sole cost and expense, which expense shall include repairing any
damage to the Demised Premises. Tenant shall also, at Tenant's sole cost and
expense, repair any other damage caused to the Demised Premises by Tenant in
removing Tenant's FF& E.

(b)	ROOF.Tenant shall have the right,
at Tenant's sole cost and expense, to install antennas, satellite dishes and
other communications facilities, for Tenant's use only, on the roof of the
Building, subject to conformance with all governmental requirements, Journal
Center Covenants and the prior written approval of Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant
shall mutually agree on the installation, maintenance and removal of any such
communications facilities to avoid damage to the roof or invalidation of any
warranties related to the roof. Tenant shall not be charged any additional Base
Rent or other fees for use of the roof for communications facilities approved
pursuant to the terms of this subparagraph. Notwithstanding anything to the
contrary in this Lease, such communications facilities may be removed at
Tenant's election at the expiration of the Term and Tenant shall repair all
damage to the roof caused by such removal. Notwithstanding any of the provisions
of this Lease, Landlord shall have the right to install antennas, satellite
dishes, and other communications facilities, or otherwise utilize the roof in
any manner permitted by law and Journal Center Covenants provided the same do
not interfere with the functioning of Tenant's rooftop facilities.

(c)	GENERATOR. Tenant, at Tenant's sole
cost and expense, which may be used from the Tenant Allowance or the Additional
Tenant Allowance, shall have the right to install a back-up generator adjacent
to the Building on the pad site with the natural gas stub-out which is installed
by Landlord as a part of the Landlord Improvements. Tenant, at Tenant's sole
cost and expense, shall be responsible for all maintenance, repair and
replacement of the generator and shall comply with all applicable governmental
requirements and the Journal Center Covenants related thereto. No additional
Base Rent or other fees shall be charged to Tenant for the use of the generator
pad or any generator approved pursuant to the terms of this subparagraph.
Notwithstanding anything to the contrary in this Lease, such generator, if not
purchased with the Tenant Allowance or Additional Tenant Allowance, may be
removed at Tenant's election at the expiration of this Lease.

12.	LANDLORD'S RIGHT OF ACCESS

Landlord, its agents, servants and employees shall
have the right to enter the Demised Premises during business hours (or any time
in the event of an emergency after such notice, if any, as is feasible under the
circumstances), with reasonable frequency, upon reasonable notice to Tenant and
in the presence of Tenant's personnel (except in the event of an emergency) for
the purpose of inspecting the same to ascertain whether Tenant is performing the
covenants of this Lease, and during business hours or otherwise in the event of
need, under special arrangements with Tenant, for the purpose of making required
repairs, alterations, improvements or additions, and Landlord shall be allowed
to take all materials into and upon the Demised Premises that may be required
therefor without the same constituting an eviction of Tenant in whole or in
part, and, except as otherwise provided herein, the Base Rent shall in no way
abate while said repairs are being made by reason of loss or interruption of the
business of Tenant because of the prosecution of any such work except to the
extent such prosecution renders more than ten percent (10%) of Tenant's Rentable
Area unusable for Tenant's normal operations for a period of more than one
business day. Landlord agrees to cause as little inconvenience as reasonably
possible to Tenant in connection therewith. During the one hundred eighty (180)
days preceding the expiration of the Term, Tenant shall permit Landlord or
Landlord's agents to show the Demised Premises to prospective tenants with
reasonable frequency during business hours upon reasonable notice to Tenant and
in the presence of Tenant's personnel and to place and keep in one or more
conspicuous places within the parking/landscaped area of the Property, not
interfering with Tenant's use of the Property, a sign in the usual form "To
Let", and at any time a sign in the usual form "For Sale", which signs Tenant
shall permit to remain thereon without molestation.

13. 	FIRE INSURANCE; DESTRUCTION BY FIRE OR OTHER CAUSES

Landlord shall provide and maintain insurance on
the Demised Premises against loss or damage by fire, with extended coverage
endorsement. The amount of such insurance shall be equal to the full insurable
replacement cost of the Demised Premises and Landlord's Work, as the same shall
exist from time to time, or the amount required by Landlord's lender(s). In
addition, Landlord shall have the right to maintain loss of rent insurance for
up to one year after a casualty loss. Tenant shall reimburse and pay Landlord
during the Term, the premiums for such insurance as called for in this Paragraph
by paying to Landlord monthly, with Base Rent, one-twelfth of the applicable
annual insurance premiums. In the event of a loss covered by insurance, Landlord
shall receive and apply all the proceeds thereof to repair the damages. The
insurer used by Landlord for the fire and casualty insurance required by this
Paragraph shall be duly licensed to transact business in the State of New Mexico
and shall maintain during the entire policy term or terms, a "General
Policyholder's Rating" of at least A-VII, as set forth in the most current issue
of "Best's Insurance Guide." Landlord shall use commercially reasonable efforts
to minimize the cost of premiums for the insurance meeting the requirements of
this Lease. In the event of damage to or the destruction of the Demised Premises
or a portion thereof by fire, or other cause so that the Demised Premises cannot
in the fair estimate of either party be restored within one hundred eighty (180)
days, either party may terminate this Lease by written notice given within
thirty (30) days after the event, and thereafter, neither Landlord nor Tenant
shall have any further rights, duties or obligations under this Lease, except as
otherwise expressly provided in this Lease, and Base Rents and other sums
payable by Tenant for the remainder of the Term shall wholly abate. If the
Demised Premises can be restored in said one hundred eighty (180) day period,
Landlord will undertake immediately the repair and reconstruction of the Demised
Premises at Landlord's expenses and will complete such work with due and
reasonable diligence. During the period commencing with the date the damage
occurred and ending with the completion of the requisite repairs or restoration
and a reasonable period of time for Tenant's move-in, the rent payable hereunder
shall fairly abate and the obligation of Tenant to pay the same shall cease to
the extent and in the proportion to the area rendered unusable by Tenant in its
normal operations by the damage or by the work or restoration and repair.

14.	LIABILITY INSURANCE

(a)	Tenant shall at all times during the Term
of this Lease carry public liability insurance covering the Property which
insurance shall insure against liability for personal injury or death and
property damage in an amount not less than Two Million Dollars ($2,000,000.00).
Landlord shall be named as an additional insured on any such policy and the
coverage shall require the insurance company to provide thirty (30) days prior
written notice to Landlord of its intent to cancel the policy. In the event
Tenant fails to maintain the coverage required by this paragraph, Landlord shall
have the right to provide coverage and Tenant shall reimburse Landlord for said
expenditure at the time of the next Base Rent payment. The insurance company
used by Tenant for the public liability insurance required by this paragraph
shall be duly licensed to transact business in the State of New Mexico and shall
maintain during the entire policy term or terms, a "General Policyholder's
Rating" of at least B+, XII, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a lender having a
first lien on the Property. A copy of the policy or certificate of insurance
shall be delivered to Landlord by Tenant upon request made by Landlord.
Notwithstanding anything to the contrary stated in this Lease, any insurance
carried or required to be carried by Tenant pursuant to this Lease, at Tenant's
option may, be carried under an insurance policy(ies), or pursuant to a master
policy of insurance or so-called blanket policy of insurance covering other
locations of Tenant or its corporate affiliates, or any combination thereof.

(b)	Landlord shall also maintain liability insurance,
in addition to, and not in lieu of, the insurance required to be maintained by
Tenant. Tenant shall not be named as an additional insured therein. Tenant shall
reimburse and pay Landlord during the Term, the premiums for such insurance in
the same manner as called for in Paragraph 13.

(c)	All insurance which is carried by either party
with respect to the Demised Premises, whether or not required, shall include
provisions which either designate the other party as one of the insureds or deny
to the insurer acquisition by subrogation of rights of recovery against the
other party to the extent such rights have been waived by the insured party
prior to occurrence of loss or injury, insofar as, and to the extent that such
provisions may be effective without making it impossible to obtain insurance
coverage from responsible companies qualified to do business in the state in
which the Demised Premises are located (even though extra premium may result
therefrom). Each party shall be entitled to have duplicates or certificates of
any policies containing such provisions. Both parties shall waive their
insurers' right of subrogation under all policies maintained hereunder, in favor
of the other party, with respects to claims that are covered, or should have
been covered by valid and collectible insurance, had such insurance been
maintained.

15.	EMINENT DOMAIN

If the whole or any part of the Demised Premises or
sufficient portion of the Property materially affecting Tenant's use (including
any reduction in the parking spaces on the Property below four (4) spaces per
1000 square feet of Tenant's Rentable Area then in effect, plus any additional
Tenant's Rentable Area within the Expansion Addition, if such right remains in
effect pursuant to Paragraph 1(c)) of the Property shall be taken by lawful
authority for any public or a quasi-public use or purpose this Lease shall, as
to the part so taken, terminate on the date title shall be acquired by the
condemning authority, and the Base Rent and other payments due hereunder shall
abate fairly and in proportion to the part so taken and shall entirely abate if
the entire Demised Premises is taken. In all cases of a partial taking of the
Demised Premises or Property, if Tenant reasonably determines that the Demised
Premises after condemnation cannot be used with reasonable efficiency for
Tenant's business use, Tenant may, at its election, by delivering written notice
within thirty (30) days after Tenant receives notice of the proposed taking,
terminate this Lease and vacate the Demised Premises, and in that event, the
liability of Tenant for performance of this Lease shall terminate and come to an
end and all Base Rent and other payments due hereunder shall abate effective as
of the effective date of the taking. Any award or compensation granted in
connection with the taking shall be allocated between Landlord and Tenant fairly
and equitably and without giving preference to either party, taking into
consideration the respective interests of the parties in the Property, the
portion or portions of the Property taken, the utility of any remaining premises
and the income of the parties therefrom, the extent of abatement of the Base
Rent and other payments due hereunder, the period Tenant may continue in
possession after the taking and the terms and circumstances of such occupancy,
the extent Landlord is deprived of income, the remainder of the Term, the value
of Landlord's reversionary interest, the value of Tenant's leasehold interest,
the value of the Land taken, the depreciated cost of the Building and
Improvements and all other relevant matters; which determination shall be made,
if the parties cannot agree, by and in accordance with the procedures of the
American Arbitration Association upon application by either party. Any amount
due upon any mortgage on the Property shall be charged against and paid out of
the share of Landlord in the award. Notwithstanding the aforesaid, any award for
the taking of the personal property and fixtures of Tenant and any award for
moving expenses, shall belong to and be paid exclusively to Tenant. In the event
of a partial taking for which Tenant does not elect to terminate this Lease,
rent shall be equitably abated.

16.	SUBORDINATION; ESTOPPEL

(a)	This Lease and all the rights of Tenant
hereunder are and shall be subject and subordinate at all times to the lien or
liens of any and all mortgages in any amount or amounts whatsoever placed on the
Property, or any portion thereof, either prior or subsequent to the date hereof,
provided that each such mortgagee agrees with Tenant by a writing delivered to
Tenant, that Tenant shall not be disturbed in possession and this Lease shall
remain in full effect as long as Tenant performs its obligations hereunder
within applicable grace or cure periods. It shall not be necessary for Tenant to
execute any further instrument or act to effectuate such subordination, but
Tenant shall execute and deliver upon demand such further instrument or
instruments (in form reasonably acceptable to Tenant) evidencing such
subordination of this Lease as may be desired by the First Mortgagee or proposed
mortgagee, or necessary to effectuate the provisions of this Paragraph, which
also contains the above-mentioned non-disturbance provision.

(b)	Upon Landlord's written request, Tenant shall
execute, acknowledge and deliver to Landlord a written statement certifying: (i)
that none of the terms or provisions of this Lease have been changed (or, if
they have been changed, stating how they have been changed); (ii) that this
Lease has not been canceled or terminated; (iii) the last date of payment of the
Base Rent and other charges and the time period covered by such payment; and
(iv) that Landlord is not in default under this Lease (or, if Landlord is
claimed to be in default, stating why). Tenant shall deliver such statement to
Landlord within fifteen (15) days after Landlord's request. Any such statement
by Tenant may be given by Landlord to any prospective purchaser or encumbrancer
of the Property. Such purchaser or encumbrancer may rely conclusively upon such
statement as true and correct. If Tenant does not deliver such statement to
Landlord within such fifteen (15) day period, Landlord shall provide Tenant a
second, seven (7) day notice. If Tenant does not deliver such statement to
Landlord within such seven (7) day period, Landlord and any prospective
purchaser or encumbrancer may conclusively presume and rely upon the following
facts: (i) that the terms and provisions of this Lease have not been changed
except as otherwise represented by Landlord; (ii) that this Lease has not been
canceled or terminated except as otherwise represented by Landlord; (iii) that
not more than one (1) month's Base Rent or other charges have been paid in
advance; and (iv) that Landlord is not in default under this Lease. In such
event, Tenant shall be estopped from denying the truth of such facts.

17.	NON-WAIVER OF LANDLORD'S OR TENANT'S RIGHTS

The failure of either Landlord or Tenant to insist
upon strict performance of any of the covenants or conditions of this Lease or
to exercise any right herein conferred in any one or more instances, shall not
be construed as a waiver or relinquishment for the future of any such covenants,
conditions or rights, but the same shall be and remain in full force and
effect.

18.	QUIET ENJOYMENT

Landlord covenants that Tenant on paying the Base
Rent and performing the covenants aforesaid within any applicable grace or cure
periods shall and may peaceably and quietly have, hold and enjoy the Property
for the Term.

19.	SURRENDER

Tenant shall quit and surrender the Demised Premises
at the expiration of the Term, broom clean and in good order and condition,
ordinary wear and use, damage by fire or other casualty and repair and
replacement obligations defaulted by Landlord excepted.

20.	NOTICES

All notices, approvals and demands permitted or
required to be given under this lease shall be in writing and sent by facsimile,
overnight courier, or United States Mail. Each such notice, request or other
communication shall be considered given and shall be deemed delivered (a) on the
date delivered if by personal delivery or courier service; (b) on the date of
transmission with confirmed answer back if by telecopier transmitted before 5:00
p.m. local time of addressee on a business day, and on the next business day if
transmitted after 5:00 p.m. or on a non-business day; or (c) upon delivery after
depositing the notice or demand in the United States mail (certified or
registered, postage prepaid), addressed to the Landlord or Tenant respectively
at the address set forth herein below.

If to Landlord:	Brunacini Development Ltd. Co.

c/o Angelo Brunacini

P.O. Box 6363

Albuquerque, New Mexico 87197

Telephone: (505) 833-2925

Fax: (505) 833-2928

with a copy to:	 Kenneth A. Hunt, Esq.

Hunt & Davis, P.C.

2632 Mesilla Street, N.E.

Albuquerque, New Mexico 87110

Telephone: (505) 881-3191

Fax: (505) 881-4255

If to Tenant:		SBS Technologies, Inc.

Attention: CFO

2400 Louisiana Blvd. NE

AFC Building 5, Suite 600

Albuquerque, NM 87110



Telephone: (505) 875-0600

Fax: (505) 875-0404





with a copy to:	SBS Technologies, Inc.

Attention: General Counsel

2400 Louisiana Blvd. NE

AFC Building 5, Suite 600

Albuquerque, NM 87110



Telephone: (505) 875-0600

Fax: (505) 875-0404



After the Rent Commencement Date, notice to Tenant shall also
be sent to the Demised Premises.

(b)	The person and place to which notice may be given
may be changed from time to time by Landlord or Tenant respectively upon written
notice to the other, effective five (5) days after delivery of such notice.



21.	SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT

The terms, agreements, covenants and conditions
contained in the Lease are binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. This Lease
constitutes the entire understanding between the parties hereto and the parties
shall not be bound by any agreements, understandings or conditions respecting
the subject matter hereof other than those expressly set forth in this
Lease.

22.	ASSIGNMENT; SUBLETTING

Tenant and its assignees may assign this Lease or
sublet a portion or portions or all of the Property, with Landlord's written
consent, which consent shall not be unreasonably delayed, conditioned or
withheld. Notwithstanding the foregoing, no consent of Landlord shall be
required for: (a) a sale of all of Tenant's assets; (b) an assignment by Tenant
to a related entity or an entity controlled by the same principals that control
the Tenant; (c) an assignment resulting from a merger or consolidation or
conversion of the Tenant's form of business entity into another entity; and (d)
a sale of substantially all of the stock (or other equity interest) of the
Tenant ("Permitted Transfer(s)"). Each assignee or subtenant shall hold subject
to all provisions of this Lease, and no assignment or subletting shall release
Tenant from the obligations of this Lease.

23.	HOLDOVER

If Tenant shall, without the written consent of
Landlord, hold over after the expiration or earlier termination of this Lease,
such tenancy shall be deemed a month-to-month tenancy, which tenancy may be
terminated as provided by applicable governmental requirements. During such
tenancy, Tenant agrees to (a) pay to Landlord, each month, one hundred fifty
percent (150%) of the Base Rent for the last month of the Term and (b) be bound
by all of the terms, covenants and conditions herein specified, so far as
applicable.

24.	REMEDIES OF LANDLORD FOR DEFAULT

On the occurrence of any material default by Tenant,
Landlord may at any time, after written notice to Tenant of not less than ten
(10) days for monetary defaults and thirty (30) days for non-monetary defaults
(or such longer period of time as is reasonably necessary to cure such non-
monetary default if the same cannot be reasonably cured within said 30 days), if
Tenant does not cure said defaults, exercise any right or remedy which Landlord
may have, including:

(a)	Terminate Tenant's right to possession of the Demised
Premises by any lawful means, in which case this Lease shall terminate and
Tenant shall immediately surrender possession of the Demised Premises to
Landlord. In such event, Landlord shall be entitled to recover from Tenant all
damages incurred by Landlord by reason of Tenant's default, including (i) the
worth at the time of the award of the unpaid rent and other charges which have
accrued at the time of the termination; (ii) the worth at the time of the award
of the amount by which the unpaid rent and other charges which would have
accrued after termination until the time of the award exceeds the amount of such
rental loss that could have been reasonably avoided; (iii) the worth at the time
of the award of the amount by which the unpaid rent and other charges which
would have been paid for the balance of the term after the time of award exceeds
the amount of such rental loss that could have been reasonably avoided; and (iv)
any other amount reasonable and necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under the terms of this Lease or which in the ordinary course of things would be
likely to result therefrom, including, but not limited to, any costs or expenses
incurred by Landlord in maintaining or preserving the Demised Premises after
such default, the costs of recovering possession of the Demised Premises,
expenses of reletting, including necessary renovations or alterations of the
Demised Premises, Landlord's reasonable attorneys' fees incurred in connection
therewith, and any real estate commissions paid or payable.

As used in sub-parts (i) and (ii) above, the "worth at the
time of the award" is computed by allowing interest on the unpaid amounts at the
rate of Default Interest per annum, or such lesser amount as may then be the
maximum lawful rate. As used in sub-part (iii) above, the "worth at the time of
the award" is computed by discounting such amount at the Default Interest Rate..
If Tenant shall have abandoned the Demised Premises, Landlord shall have the
option of (i) retaking the possession of the Demised Premises and recovering
from Tenant the amounts specified in this Paragraph 24(a) or (ii) proceeding
under Paragraph 24(b) hereinafter;

(b)	Maintain Tenant's right to possession, in which case
this Lease shall continue in effect whether or not Tenant shall have abandoned
the Demised Premises. In such event, Landlord shall be entitled to enforce all
of Landlord's rights and remedies under this Lease, including the right to
recover the Base Rent and other charges as they become due hereunder.
Notwithstanding anything to the contrary stated in this Section (b) in no event
shall Landlord be entitled to accelerate any sums due under this Lease. If the
rents and other sums received from such reletting during any month are less than
the Base Rent and other sums to be paid during that month by Tenant hereunder,
Tenant shall pay any such deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. At any time Landlord may elect to terminate
Tenant's right to possession and pursue the remedy provided for in subparagraph
(a) above;

(c)	Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the State of New Mexico.

(d)	Notwithstanding the foregoing, Landlord shall use
reasonable efforts to mitigate its damages. In addition, notwithstanding the
foregoing, Tenant shall not be liable for any indirect or consequential damages
suffered by Landlord.

(e)	If Landlord shall from time to time fail to pay any
sum or sums due to Tenant and if such failure continues for thirty (30) days
after receipt of notice from Tenant, or if Landlord shall from time to time fail
to perform any act or acts required of Landlord by this Lease and if such
failure continues for thirty (30) days after receipt of notice from Tenant,
Tenant shall then have the right, in addition to such remedies as may be
available under law or in equity, at Tenant's option, to perform such act or
acts, in such manner as Tenant deems reasonably necessary, and the full amount
of the cost and expense so incurred shall immediately be owing by Landlord to
Tenant, and Tenant shall have the right and is hereby irrevocably authorized and
directed to deduct such amount from fixed rent and other sums due Landlord. If
Landlord shall in good faith within said thirty (30) days commence to correct
such breach, and diligently proceed therewith to completion, then Landlord shall
not be considered in default.

25. 	ATTORNEY'S FEES

The non-prevailing party in any judicial proceedings
to enforce the provisions of this Lease shall pay the reasonable attorney's fees
and court costs of the prevailing party. Tenant shall pay Landlord's reasonable
attorney's fees related to any notices or other collection action related to
defaults by Tenant under the terms of this Lease if Tenant fails to cure any
such default beyond the applicable cure period as herein provided.

26. 	SEVERABILITY

A determination by a court of competent jurisdiction
that any provision of this Lease or any part hereof, is illegal or
unenforceable, shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain in full force and effect.

27. 	CHOICE OF LAW

The laws of the State of New Mexico shall govern this
Lease.

28. 	FORCE MAJEURE

If Landlord or Tenant cannot perform any of their
respective obligations under the terms of this Lease due to event(s) beyond
their control, the time provided for performance of such obligations shall be
extended by a period of time equal to the duration of such event(s). If either
party to the Lease desires to invoke the provisions of this Paragraph,

it shall provide written notice to the other party of the
reasons for the delay and the invoking party shall use best reasonable efforts
to mitigate the effects of such occurrence. Event(s) beyond Landlord's or
Tenant's control include, but are not limited to, acts of God, war, civil
commotion, labor disputes, strikes, fire, flood, or other casualty, government
regulation or restriction and weather conditions, but shall in no event include
defaults due to Landlord's or Tenant's failure to meet their respective monetary
obligations hereunder.

29. 	LEVY

Landlord agrees that Landlord will not levy or
distrain upon, or otherwise proceed against, by legal process or otherwise, any
of the goods or property of third parties in the possession of Tenant.

30. 	HAZARDOUS MATERIALS

(a)	Tenant hereby agrees that Tenant shall be
responsible for and shall comply with, at Tenant's sole cost and expense, all
governmental requirements concerning any hazardous or toxic substance, material,
or waste (collectively "Hazardous Materials") which is located at the Demised
Premises or the Land, but only if brought to or caused to be brought to the
Property by the Tenant. Tenant shall operate its business on the Demised
Premises in compliance with all applicable environmental laws and/or
requirements. Tenant shall be permitted to bring Hazardous Materials onto the
Property which are used in the ordinary course of Tenant's business operations
so long as Tenant uses, stores, handles and disposes such Hazardous materials
brought onto the Demised Premises in compliance with all applicable governmental
requirements. Landlord agrees that the use of such Hazardous Materials in the
Demised Premises in the manner in which such products are designed to be used
and in full compliance with governmental requirements shall not be a violation
by Tenant of this Paragraph 30. Tenant shall indemnify and save harmless
Landlord from all reasonable costs and expenses incurred by Landlord to the
extent caused by Tenant's breach of its covenants made in this Paragraph 30.

(b)	Landlord hereby represents to Tenant that, to the
best of its actual knowledge, the Demised Premises is free and clear of
Hazardous Materials as of the date hereof. Nothing herein is intended to make
Tenant liable for any condition existing in the Demised Premises as of the date
hereof, nor any condition which arises after the date hereof by reason other
than Tenant's use of the Demised Premises (the conditions for which Tenant is
not liable pursuant to this sentence are hereinafter referred to as the
"Excluded Conditions"). Landlord shall, at its sole cost and expense, comply
with governmental laws and/or requirements pertaining to Hazardous Materials
relating to the Excluded Conditions. Landlord shall indemnify and save harmless
Tenant from all reasonable costs and expenses incurred by Tenant resulting from
the Excluded Conditions.

(c)	For purposes of this Lease, the term "Hazardous
Materials" shall mean any substance, chemical, or waste that is or shall be
listed or defined as hazardous, toxic, or dangerous under Applicable
Environmental Law, and any petroleum products.

(d)	For purposes of this Lease, the term "Applicable
Environmental Law" shall include the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. Sec. 9601 et seq.; the
Resource Conversation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 6901 et seq.;
the Federal Water Pollution Control Act, 33 U.S.C. Sec. 1251 et seq.; the Clean
Air Act, 42 U.S.C. Sec. 7401 et seq.; the Hazardous Substances Transportation
Act, 49 U.S.C. Sec. 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C.
Sec. 2601 through 2629; and the Safe Drinking Water Act, 42 U.S.C. sec. 300f
through 300J; as have been amended from time to time; and any similar state and
local laws and ordinances and the regulations implementing such statutes.

31. 	RIGHT OF FIRST REFUSAL.

Provided Tenant is not then in default under the
terms of this Lease beyond any applicable grace or cure period, Landlord hereby
grants to Tenant a right of first refusal to purchase the Property, at any time
during the Term of this Lease, including any exercised Extension Term, Landlord
shall receive a bona fide offer from a third party to purchase the Property
("Bona Fide Offer"). Landlord shall provide written notice thereof, including a
copy of the Bona Fide Offer to Tenant and Tenant shall have ten (10) days after
the receipt of said notification to agree to purchase the Property on the same
terms and conditions as provided for in the Bona Fide Offer. If Tenant fails and
refuses to exercise the right of first refusal, Landlord shall have the right to
sell the Property to the third party pursuant to the terms of the Bona Fide
Offer and this right shall thereafter terminate. If Landlord does not close on
the sale of the Property to the third party under the terms and conditions
provided for in the Bona Fide Offer, the provisions of this Paragraph shall
remain in full force and effect and shall apply to any subsequent bona fide
offer from a third party. In the event Tenant exercises the option to purchase
the Property pursuant to the terms of the Bona Fide Offer, Landlord and Tenant
shall execute a purchase agreement reflecting the terms of the Bona Fide Offer.
In no event shall this right of first refusal apply to any conveyance by
Landlord to a third party of which Landlord is a principal or to a third party
who is a member of Landlord.

32. 	LANDLORD'S LIEN

Nothing in this Lease shall be construed as a waiver of
Landlord's lien rights accorded under New Mexico law. With respect to any
existing secured debt of Tenant, Landlord agrees to execute any waivers of its
Landlord's lien reasonably required by Tenant or any of its lenders. Nothing in
this paragraph shall require Tenant to seek a waiver of Landlord's lien in
association with Tenant's purchase of inventory, equipment, or fixtures to be
used at the Property; and Landlord hereby subordinates its interest in such
inventory, equipment and fixtures to the lien or claim any lender financing such
inventory, equipment and fixtures purchased by Tenant in the ordinary course of
its business.

33. 	INDEMNIFICATION

(a)	Except to the extent of the negligent or
intentional acts or omissions of Tenant or Tenant's agents or invitees, Landlord
agrees to indemnify and hold Tenant, its shareholders, directors, officers,
employees and agents and their respective heirs, successors and assigns harmless
from and against and with respect to any claim, demand, action, cause of action,
loss, cost, expense, liability, injury, administrative order, consent agreement
and order, penalty or interest or damage, including, without limitation,
reasonable attorneys' fees, and all costs and expenses of all actions, suits,
proceedings, demands, assessments, claims and judgments resulting from,
occurring in connection with, or arising out of the negligent or intentional
acts or omissions of Landlord, its agents or invitees, or the use, occupancy or
operation of the Property prior to the Commencement Date, specifically including
but in no way limited to any violations of governmental requirements.

(b)	Except to the extent of the negligent or
intentional acts or omissions of Landlord or Landlord's employees, agents or
invitees, Tenant agrees to indemnify and hold Landlord, its shareholders,
directors, officers, employees and agents and their respective heirs, successors
and assigns harmless from and against and with respect to any claim, demand,
action, cause of action, loss, cost, expense, liability, injury, administrative
order, consent agreement and order, penalty or interest or damage, including,
without limitation, reasonable attorneys' fees, and all costs and expenses of
all actions, suits, proceedings, demands, assessments, claims and judgments
resulting from, occurring in connection with, or arising out of the negligent or
intentional acts or omissions of Tenant, its employees, agents or invitees, or
the use, occupancy or operation of the Demised Premises by Tenant after the
Commencement Date, specifically including but in no way limited to any
violations of governmental requirements.

(c)	Limitation of Indemnities. No
indemnities contained herein shall extend to those matters for which
indemnification is prohibited pursuant to Section 56-7-1 N.M.S.A. 1978, as
amended.

34.	COMMISSIONS

The parties acknowledge and agree that neither has
utilized the services of a real estate broker, other than Karen Hudson, Dave
Hill and Jim Chynoweth, Maestas & Ward Commercial Real Estate, who
represents Landlord, and Austin Koon, Corporate Realty Advisors and Scott
Throckmorton of Argus Realty Investors, who represent Tenant in this
transaction. Landlord agrees to pay commissions to the above-named brokers, and
such payment is reflected in a separate agreement between brokers and Landlord.
Except as provided for herein, each party agrees to indemnify and hold the other
party harmless from all claims for real estate commissions arising through said
party. Angelo Brunacini, a principal in Landlord, is a New Mexico licensed real
estate broker dealing with his own account in this transaction.

35.	FINANCIAL STATEMENTS

Tenant agrees to deliver to Landlord, within ten
(10) days following a request by Landlord, copies of Tenant's financial
statements, including a balance sheet and profit and loss statement, for the two
(2) most recent fiscal years of Tenant, all in accordance with generally
accepted accounting principles consistently applied. Tenant's failure to deliver
such financial statements pursuant to this paragraph shall constitute a material
default of Tenant under this Lease. Landlord agrees to hold all financial
statements of Tenant and estoppel certificates executed by Tenant confidential
and agrees to only disclose said items to lenders or prospective lenders,
purchasers or prospective purchasers and Landlord's representatives, as
reasonably necessary, provided Landlord shall advise third parties of the
requirement to maintain said records as confidential. Notwithstanding the
provisions of this paragraph to the contrary, so long as Tenant is a publicly
traded company, no financial statements need to be provided by Tenant.

36.	AMERICANS WITH DISABILITIES ACT

Landlord represents to Tenant that the
Property, as of the Commencement Date, will meet all City of Albuquerque Code
requirements in regards to the Americans with Disabilities Act.

37.	POWER LINES

Prior to the Commencement Date, Landlord shall cause all of
the overhead power lines currently running through the Property to be reduced to
a line of single poles running north and south near the eastern boundary of the
Property.

38.	OTHER TENANTS

Landlord shall not lease property retained by Landlord to the
north of the Property to any tenants other than uses that are primarily office,
or nicely appointed office/warehouse and reasonably acceptable to Tenant, which
acceptance shall not be unreasonably withheld or delayed.

39.COUNTERPARTS

This Lease may be executed in several counterparts and all so
executed counterparts shall constitute one agreement binding on all parties
hereto, notwithstanding that all of the parties are not signatories to the
original or same counterpart.

The parties hereto have carefully read and reviewed this
Lease and each Term and provision contained herein, and by the execution of this
Lease show their consent hereto.



SEE SEPARATE SIGNATURE PAGES ONE AND TWO ATTACHED
HERETO AND MADE A PART HEREOF BY REFERENCE.





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SIGNATURE PAGE ONE TO LEASE

DATED JULY 12, 2004 BY AND BETWEEN

BRUNACINI DEVELOPMENT, LTD CO. , LANDLORD AND

SBS TECHNOLOGIES, INC., TENANT







LANDLORD:

BRUNACINI DEVELOPMENT, LTD. CO.,

a New Mexico limited liability company

By: /S/ Angelo
Brunacini						Date: July 13, 2004

Its: Member









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SIGNATURE PAGE TWO TO LEASE

DATED JULY 12, 2004 BY AND BETWEEN

BRUNACINI DEVELOPMENT, LTD CO. , LANDLORD AND

SBS TECHNOLOGIES, INC., TENANT





TENANT:

SBS TECHNOLOGIES, INC.,

a New Mexico corporation

By: /S/ James E.
Dixon						Date: July 12, 2004

Its: CFO







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EXHIBIT "A"

Improvements

To Be Attached













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EXHIBIT "B"



Land



Approximately 4.73 acres on the southwesterly portion of Tract Lettered
"A" of JOURNAL CENTER PHASE 2, UNIT 2, Albuquerque, New Mexico, as the same is
shown and designated on the plat thereof filed in the office of the County Clerk
of Bernalillo County, New Mexico on April 10, 2003 in Map Book 2003C, Folio 98,
as shown on Site Plan (attached as Exhibit "A")





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EXHIBIT "C"

Acknowledgment of Commencement Date,

Base Rent and Reimbursable Expenses



THIS ACKNOWLEDGMENT is entered into effective the ____ day of ________,
2004 by and between BRUNACINI DEVELOPMENT, LTD. CO., a New Mexico limited
liability company("Landlord") SBS TECHNOLOGIES, INC., a New Mexico
corporation ("Tenant").

WHEREAS, Landlord and Tenant entered into a Lease dated
________, 2004 ("Lease") involving the premises located at ____, Albuquerque,
New Mexico; and

WHEREAS, the parties desire to establish the commencement date of the Lease.

NOW, THEREFORE, in consideration of the above and other good and valuable
consideration, the receipt of which is hereby acknowledged, IT IS AGREED AS
FOLLOWS:

1. All capitalized terms shall have the definitions set
forth in the Lease, unless otherwise defined herein.
2. The Commencement Date is hereby acknowledged to be
___________.
3. The initial Term of the Lease shall terminate on
_________.
4. Tenant's Usable Area is ___________ square feet and the
Building Usable Area is __________ square feet.
5. Tenant's Pro Rata Share is 100%.
6. The parties acknowledge and agree that Base Rent for
______ has been waived, and Tenant only owes, when due, its proportionate share
of Reimbursable Expenses in the amount of $_______ per month.
7. The parties further acknowledge and agree that Tenant has
prepaid the Base Rent for ___ in the amount of $___.
8. Except as herein modified and amended, the remaining
terms and provisions of the Lease shall remain in full force and effect.



IN WITNESS WHEREOF, the parties have hereunto set their hands effective the
date first hereinabove set forth.

|LANDLORD:                             | TENANT:                              
|------------------------------------- | -------------------------------------
|By: _________________________________ | By: _________________________________
|Its: ___________________________      | Its: ___________________________     





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EXHIBIT "D"

Landlord Improvements

To Be Attached







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EXHIBIT "E"

Contraction Area

To Be Attached







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EXHIBIT "F"

Expansion Area



To Be Attached





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EXHIBIT "G"

Landlord Financed Furniture

To Be Attached